Exhibit
4.18


    


    FORM
OF SUBORDINATED INDENTURE TO BE ENTERED INTO BETWEEN

    THE
COMPANY AND A TRUSTEE TO BE NAMED

     

    GENTA
INCORPORATED

     

    __________________________

     

    INDENTURE 

    Dated as
of [__________], 2009

    __________________________

     

    WILMINGTON
TRUST FSB

     

    Trustee

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              	 	 
      	 	
                                                                                                      Page

                                                                                                    
	 	 
      	 	 
	ARTICLE
      I  DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	1
	 	 	 	 	 
	 	
                                                                                                      Section
      1.1  Definitions.

                                                                                                    	 	 	1
	 	 	 	 	 
	 	
                                                                                                      Section
      1.2  Other Definitions.

                                                                                                    	 	 	5
	 	 	 	 	 
	 	
                                                                                                      Section
      1.3  Incorporation by Reference of Trust Indenture
      Act.

                                                                                                    	 	 	5
	 	 	 	 	 
	 	
                                                                                                      Section
      1.4  Rules of Construction.

                                                                                                    	 	 	6
	 	 	 	 	 
	ARTICLE
      II.  THE SECURITIES	 	 	6
	 	 	 	 	 
	 	
                                                                                                      Section
      2.1  Issuable in Series.

                                                                                                    	 	 	6
	 	 	 	 	 
	 	
                                                                                                      Section
      2.2  Establishment of Terms of Series of
    Securities.

                                                                                                    	 	 	6
	 	 	 	 	 
	 	
                                                                                                      Section
      2.3  Execution and Authentication.

                                                                                                    	 	 	8
	 	 	 	 	 
	 	
                                                                                                      Section
      2.4  Registrar and Paying Agent.

                                                                                                    	 	 	9
	 	 	 	 	 
	 	
                                                                                                      Section
      2.5  Paying Agent to Hold Money in Trust.

                                                                                                    	 	 	9
	 	 	 	 	 
	 	
                                                                                                      Section
      2.6  Securityholder Lists.

                                                                                                    	 	 	9
	 	 	 	 	 
	 	
                                                                                                      Section
      2.7  Transfer and Exchange.

                                                                                                    	 	 	10
	 	 	 	 	 
	 	
                                                                                                      Section
      2.8  Mutilated, Destroyed, Lost and Stolen
      Securities.

                                                                                                    	 	 	10
	 	 	 	 	 
	 	
                                                                                                      Section
      2.9  Outstanding Securities.

                                                                                                    	 	 	11
	 	 	 	 	 
	 	
                                                                                                      Section
      2.10  Treasury Securities.

                                                                                                    	 	 	11
	 	 	 	 	 
	 	
                                                                                                      Section
      2.11  Temporary Securities.

                                                                                                    	 	 	11
	 	 	 	 	 
	 	
                                                                                                      Section
      2.12  Cancellation.

                                                                                                    	 	 	11
	 	 	 	 	 
	 	
                                                                                                      Section
      2.13  Defaulted Interest.

                                                                                                    	 	 	11
	 	 	 	 	 
	 	
                                                                                                      Section
      2.14  Global Securities.

                                                                                                    	 	 	12
	 	 	 	 	 
	 	
                                                                                                      Section
      2.15  CUSIP Numbers.

                                                                                                    	 	 	13
	 	 	 	 	 
	ARTICLE
      III.  REDEMPTION	 	 	13
	 	 	 	 	 
	 	
                                                                                                      Section
      3.1  Notice to Trustee.

                                                                                                    	 	 	13
	 	 	 	 	 
	 	
                                                                                                      Section
      3.2  Selection of Securities to be Redeemed.

                                                                                                    	 	 	13
	 	 	 	 	 
	 	
                                                                                                      Section
      3.3  Notice of Redemption.

                                                                                                    	 	 	13
	 	 	 	 	 
	 	
                                                                                                      Section
      3.4  Effect of Notice of Redemption.

                                                                                                    	 	 	14
	 	 	 	 	 
	 	
                                                                                                      Section
      3.5  Deposit of Redemption Price.

                                                                                                    	 	 	14
	 	 	 	 	 
	 	
                                                                                                      Section
      3.6  Securities Redeemed in Part.

                                                                                                    	 	 	14
	 	 	 	 	 
	ARTICLE
      IV  COVENANTS	 	 	14
	 	 	 	 	 
	 	
                                                                                                      Section
      4.1  Payment of Principal and Interest.

                                                                                                    	 	 	14
	 	 	 	 	 
	 	
                                                                                                      Section
      4.2  SEC Reports.

                                                                                                    	 	 	14
	 	 	 	 	 
	 	
                                                                                                      Section
      4.3  Compliance Certificate.

                                                                                                    	 	 	14
	 	 	 	 	 
	 	
                                                                                                      Section
      4.4  Stay, Extension and Usury Laws.

                                                                                                    	 	 	15
	 	 	 	 	 
	 	
                                                                                                      Section
      4.5  Corporate Existence.

                                                                                                    	 	 	15


                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    TABLE
OF CONTENTS

    (continued)

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	 	 
      	 	
                                                                                                Page

                                                                                              
	 	 
      	 	 
	 	
                                                                                                Section
      4.6  Taxes.

                                                                                              	 	 	15
	 	 	 	 	 
	ARTICLE
      V.  SUCCESSORS	 	 	15
	 	 	 	 	 
	 	
                                                                                                Section
      5.1  When Company May Merge, Etc.

                                                                                              	 	 	15
	 	 	 	 	 
	 	
                                                                                                Section
      5.2  Successor Corporation Substituted.

                                                                                              	 	 	16
	 	 	 	 	 
	ARTICLE
      VI.  DEFAULTS AND REMEDIES	 	 	16
	 	 	 	 	 
	 	
                                                                                                Section
      6.1  Events of Default.

                                                                                              	 	 	16
	 	 	 	 	 
	 	
                                                                                                Section
      6.2  Acceleration of Maturity; Rescission and
      Annulment.

                                                                                              	 	 	17
	 	 	 	 	 
	 	
                                                                                                Section
      6.3  Collection of Indebtedness and Suits for Enforcement by
      Trustee.

                                                                                              	 	 	18
	 	 	 	 	 
	 	
                                                                                                Section
      6.4  Trustee May File Proofs of Claim.

                                                                                              	 	 	18
	 	 	 	 	 
	 	
                                                                                                Section
      6.5  Trustee May Enforce Claims Without Possession of
      Securities.

                                                                                              	 	 	19
	 	 	 	 	 
	 	
                                                                                                Section
      6.6  Application of Money Collected.

                                                                                              	 	 	19
	 	 	 	 	 
	 	
                                                                                                Section
      6.7  Limitation on Suits.

                                                                                              	 	 	19
	 	 	 	 	 
	 	
                                                                                                Section
      6.8  Unconditional Right of Holders to Receive Principal and
      Interest.

                                                                                              	 	 	20
	 	 	 	 	 
	 	
                                                                                                Section
      6.9  Restoration of Rights and Remedies.

                                                                                              	 	 	20
	 	 	 	 	 
	 	
                                                                                                Section
      6.10  Rights and Remedies Cumulative.

                                                                                              	 	 	20
	 	 	 	 	 
	 	
                                                                                                Section
      6.11  Delay or Omission Not Waiver.

                                                                                              	 	 	20
	 	 	 	 	 
	 	
                                                                                                Section
      6.12  Control by Holders.

                                                                                              	 	 	20
	 	 	 	 	 
	 	
                                                                                                Section
      6.13  Waiver of Past Defaults.

                                                                                              	 	 	21
	 	 	 	 	 
	 	
                                                                                                Section
      6.14  Undertaking for Costs.

                                                                                              	 	 	21
	 	 	 	 	 
	ARTICLE
      VII.  TRUSTEE	 	 	21
	 	 	 	 	 
	 	
                                                                                                Section
      7.1  Duties of Trustee.

                                                                                              	 	 	21
	 	 	 	 	 
	 	
                                                                                                Section
      7.2  Rights of Trustee.

                                                                                              	 	 	22
	 	 	 	 	 
	 	
                                                                                                Section
      7.3  Individual Rights of Trustee.

                                                                                              	 	 	23
	 	 	 	 	 
	 	
                                                                                                Section
      7.4  Trustee’s Disclaimer.

                                                                                              	 	 	23
	 	 	 	 	 
	 	
                                                                                                Section
      7.5  Notice of Defaults.

                                                                                              	 	 	23
	 	 	 	 	 
	 	
                                                                                                Section
      7.6  Reports by Trustee to Holders.

                                                                                              	 	 	23
	 	 	 	 	 
	 	
                                                                                                Section
      7.7  Compensation and Indemnity.

                                                                                              	 	 	23
	 	 	 	 	 
	 	
                                                                                                Section
      7.8  Replacement of Trustee.

                                                                                              	 	 	24
	 	 	 	 	 
	 	
                                                                                                Section
      7.9  Successor Trustee by Merger, Etc.

                                                                                              	 	 	25
	 	 	 	 	 
	 	
                                                                                                Section
      7.10  Eligibility; Disqualification.

                                                                                              	 	 	25
	 	 	 	 	 
	 	
                                                                                                Section
      7.11  Preferential Collection of Claims Against
      Company.

                                                                                              	 	 	25
	 	 	 	 	 
	ARTICLE
      VIII.  SATISFACTION AND DISCHARGE; DEFEASANCE	 	 	25
	 	 	 	 	 
	 	
                                                                                                Section
      8.1  Satisfaction and Discharge of Indenture.

                                                                                              	 	 	25
	 	 	 	 	 
	 	
                                                                                                Section
      8.2  Application of Trust Funds;
Indemnification.

                                                                                              	 	 	26


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    TABLE
OF CONTENTS

    (continued)

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	 	 
      	 	
                                                                                                Page

                                                                                              
	 	 
      	 	 
	 	
                                                                                                Section
      8.3  Legal Defeasance of Securities of any
    Series.

                                                                                              	 	 	26
	 	 	 	 	 
	 	
                                                                                                Section
      8.4  Covenant Defeasance.

                                                                                              	 	 	28
	 	 	 	 	 
	 	
                                                                                                Section
      8.5  Repayment to Company.

                                                                                              	 	 	28
	 	 	 	 	 
	 	
                                                                                                Section
      8.6  Reinstatement.

                                                                                              	 	 	29
	 	 	 	 	 
	ARTICLE
      IX.  AMENDMENTS AND WAIVERS	 	 	29
	 	 	 	 	 
	 	
                                                                                                Section
      9.1  Without Consent of Holders.

                                                                                              	 	 	29
	 	 	 	 	 
	 	
                                                                                                Section
      9.2  With Consent of Holders.

                                                                                              	 	 	30
	 	 	 	 	 
	 	
                                                                                                Section
      9.3  Limitations.

                                                                                              	 	 	30
	 	 	 	 	 
	 	
                                                                                                Section
      9.4  Compliance with Trust Indenture Act.

                                                                                              	 	 	30
	 	 	 	 	 
	 	
                                                                                                Section
      9.5  Revocation and Effect of Consents.

                                                                                              	 	 	31
	 	 	 	 	 
	 	
                                                                                                Section
      9.6  Notation on or Exchange of Securities.

                                                                                              	 	 	31
	 	 	 	 	 
	 	
                                                                                                Section
      9.7  Trustee Protected.

                                                                                              	 	 	31
	 	 	 	 	 
	ARTICLE
      X.  MISCELLANEOUS	 	 	31
	 	 	 	 	 
	 	
                                                                                                Section
      10.1  Trust Indenture Act Controls.

                                                                                              	 	 	31
	 	 	 	 	 
	 	
                                                                                                Section
      10.2  Notices.

                                                                                              	 	 	31
	 	 	 	 	 
	 	
                                                                                                Section
      10.3  Communication by Holders with Other
    Holders.

                                                                                              	 	 	32
	 	 	 	 	 
	 	
                                                                                                Section
      10.4  Certificate and Opinion as to Conditions
      Precedent.

                                                                                              	 	 	32
	 	 	 	 	 
	 	
                                                                                                Section
      10.5  Statements Required in Certificate or
    Opinion.

                                                                                              	 	 	32
	 	 	 	 	 
	 	
                                                                                                Section
      10.6  Rules by Trustee and Agents.

                                                                                              	 	 	33
	 	 	 	 	 
	 	
                                                                                                Section
      10.7  Legal Holidays.

                                                                                              	 	 	33
	 	 	 	 	 
	 	
                                                                                                Section
      10.8  No Recourse Against Others.

                                                                                              	 	 	33
	 	 	 	 	 
	 	
                                                                                                Section
      10.9  Counterparts.

                                                                                              	 	 	33
	 	 	 	 	 
	 	
                                                                                                Section
      10.10  Governing Laws.

                                                                                              	 	 	33
	 	 	 	 	 
	 	
                                                                                                Section
      10.11  No Adverse Interpretation of Other
      Agreements.

                                                                                              	 	 	33
	 	 	 	 	 
	 	
                                                                                                Section
      10.12  Successors.

                                                                                              	 	 	33
	 	 	 	 	 
	 	
                                                                                                Section
      10.13  Severability.

                                                                                              	 	 	33
	 	 	 	 	 
	 	
                                                                                                Section
      10.14  Table of Contents, Headings, Etc.

                                                                                              	 	 	34
	 	 	 	 	 
	 	
                                                                                                Section
      10.15  Securities in a Foreign Currency or in
    ECU.

                                                                                              	 	 	34
	 	 	 	 	 
	 	
                                                                                                Section
      10.16  Judgment Currency.

                                                                                              	 	 	34
	 	 	 	 	 
	ARTICLE
      XI.  SINKING FUNDS	 	 	35
	 	 	 	 	 
	 	
                                                                                                Section
      11.1  Applicability of Article.

                                                                                              	 	 	35
	 	 	 	 	 
	 	
                                                                                                Section
      11.2  Satisfaction of Sinking Fund Payments with
      Securities.

                                                                                              	 	 	35
	 	 	 	 	 
	 	
                                                                                                Section
      11.3  Redemption of Securities for Sinking Fund.

                                                                                              	 	 	35
	 	 	 	 	 
	ARTICLE
      XII.  SUBORDINATION OF SECURITIES	 	 	36


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
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    TABLE
OF CONTENTS

    (continued)

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	 
      	 	
                                      Page

                                    
	 	 
      	 	 
	 	
                                      Section
      12.1  Agreement of Subordination.

                                    	 	 	36
	 	 	 	 	 
	 	
                                      Section
      12.2  Payments to Holders.

                                    	 	 	36
	 	 	 	 	 
	 	
                                      Section
      12.3  Subrogation of Securities.

                                    	 	 	38
	 	 	 	 	 
	 	
                                      Section
      12.4  Authorization to Effect Subordination.

                                    	 	 	39
	 	 	 	 	 
	 	
                                      Section
      12.5  Notice to Trustee.

                                    	 	 	39
	 	 	 	 	 
	 	
                                      Section
      12.6  Trustee’s Relation to Senior Indebtedness.

                                    	 	 	39
	 	 	 	 	 
	 	
                                      Section
      12.7  No Impairment of Subordination.

                                    	 	 	40
	 	 	 	 	 
	 	
                                      Section
      12.8  Article Applicable to Paying Agents.

                                    	 	 	40
	 	 	 	 	 
	 	
                                      Section
      12.9  Senior Indebtedness Entitled to Rely.

                                    	 	 	40


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    Genta
Incorporated

    Reconciliation
and tie between Trust Indenture Act of 1939 and
Indenture, dated as of
[__________], 2009

     

    
      
        
          	
                  Section
      310(a)(1)

                	 
      	
                  7.10

                
	
                  (a)(2)

                	 
      	
                  7.10

                
	
                  (a)(3)

                	 
      	
                  Not
      Applicable

                
	
                  (a)(4)

                	 
      	
                  Not
      Applicable

                
	
                  (a)(5)

                	 
      	
                  7.10

                
	
                  (b)

                	 
      	
                  7.10

                
	
                  Section
      311(a)

                	 
      	
                  7.11

                
	
                  (b)

                	 
      	
                  7.11

                
	
                  (c)

                	 
      	
                  Not
      Applicable

                
	
                  Section
      312(a)

                	 
      	
                  2.6

                
	
                  (b)

                	 
      	
                  10.3

                
	
                  (c)

                	 
      	
                  10.3

                
	
                  Section
      313(a)

                	 
      	
                  7.6

                
	
                  (b)(1)

                	 
      	
                  7.6

                
	
                  (b)(2)

                	 
      	
                  7.6

                
	
                  (c)(1)

                	 
      	
                  7.6

                
	
                  (d)

                	 
      	
                  7.6

                
	
                  Section
      314(a)

                	 
      	
                  4.2,
      10.5

                
	
                  (b)

                	 
      	
                  Not
      Applicable

                
	
                  (c)(1)

                	 
      	
                  10.4

                
	
                  (c)(2)

                	 
      	
                  10.4

                
	
                  (c)(3)

                	 
      	
                  Not
      Applicable

                
	
                  (d)

                	 
      	
                  Not
      Applicable

                
	
                  (e)

                	 
      	
                  10.5

                
	
                  (f)

                	 
      	
                  Not
      Applicable

                
	
                  Section
      315(a)

                	 
      	
                  7.1

                
	
                  (b)

                	 
      	
                  7.5

                
	
                  (c)

                	 
      	
                  7.1

                
	
                  (d)

                	 
      	
                  7.1

                
	
                  (e)

                	 
      	
                  6.14

                
	
                  Section
      316(a)

                	 
      	
                  2.10

                
	
                  (a)(1)(A)

                	 
      	
                  6.12

                
	
                  (a)(1)(B)

                	 
      	
                  6.13

                
	
                  (b)

                	 
      	
                  6.8

                
	
                  Section
      317(a)(1)

                	 
      	
                  6.3

                
	
                  (a)(2)

                	 
      	
                  6.4

                
	
                  (b)

                	 
      	
                  2.5

                
	
                  Section
      318(a)

                	 
      	
                  10.1

                


        

      

    

    
      
         

      

    

    Note:
This reconciliation and tie shall not, for any purpose, be deemed to be part of
the Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Indenture
dated as of [__________], 2009 between Genta Incorporated, a Delaware
corporation (“Company”), and Wilmington Trust FSB, a (“Trustee”).

    


    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the Holders of the Securities issued under this
Indenture.

    


    ARTICLE I.

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    
      	
              Section
      1.1

            	
              Definitions.

            


    

     

    “Additional
Amounts” means any additional amounts that are required hereby or by any
Security, under circumstances specified herein or therein, to be paid by the
Company in respect of certain taxes imposed on Holders specified therein and
that are owing to such Holders.

    


    “Affiliate”
of any specified person means any other person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified person. For the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlled by” and “under
common control with”), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.

    


    “Agent”
means any Registrar, Paying Agent, Service Agent or authenticating
agent.

    


    “Authorized
Newspaper” means a newspaper in an official language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in the place in connection with
which the term is used. If it shall be impractical to make any publication of
any notice required hereby in an Authorized Newspaper, any publication or other
notice in lieu thereof that is made or given by the Trustee shall constitute a
sufficient publication of such notice.

    


    “Bearer”
means anyone in possession from time to time of a Bearer Security.

    


    “Bearer
Security” means any Security, including any interest coupon appertaining
thereto, that does not provide for the identification of the Holder
thereof.

    


    “Board of
Directors” means the Board of Directors of the Company or any duly authorized
committee thereof.

    


    “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in
full force and effect on the date of the certificate, and delivered to the
Trustee.

    


    “Business
Day” means, unless otherwise provided by Board Resolution, Officers’ Certificate
or supplemental indenture hereto for a particular Series, any day except a
Saturday, Sunday or a legal holiday in The City of New York, New York on which
banking institutions are authorized or required by law, regulation or executive
order to close.

    


    “Company”
means the party named as such above until a successor replaces it and thereafter
means the successor.

    


    “Company
Order” means a written order signed in the name of the Company by two Officers,
one of whom must be the Company’s chief executive officer, chief financial
officer or principal accounting officer.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Company
Request” means a written request signed in the name of the Company by its
Chairman of the Board, a President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

    


    “Corporate
Trust Office” means the office of the Trustee at which at any particular time
its corporate trust business shall be principally administered.

    


    “Debt” of
any person as of any date means, without duplication, all indebtedness of such
person in respect of borrowed money, including all interest, fees and expenses
owed in respect thereto (whether or not the recourse of the lender is to the
whole of the assets of such person or only to a portion thereof), or evidenced
by bonds, notes, debentures or similar instruments.

    


    “Default”
means any event that is, or after notice or passage of time would be, an Event
of Default.

    


    “Depository”
means, with respect to the Securities of any Series issuable or issued in whole
or in part in the form of one or more Global Securities, the person designated
as Depository for such Series by the Company, which Depository shall be a
clearing agency registered under the Exchange Act; and if at any time there is
more than one such person, “Depository” as used with respect to the Securities
of any Series shall mean the Depository with respect to the Securities of such
Series.

    


    “Designated
Senior Indebtedness” means any of our senior indebtedness that expressly
provides that it is “designated senior indebtedness” for purposes of this
Indenture (provided that the instrument, agreement or other document creating or
evidencing such Senior Indebtedness may place limitations and conditions on the
right of such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness).

    


    “Discount
Security” means any Security that provides for an amount less than the stated
principal amount thereof to be due and payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.2.

    


    “Dollars”
means the currency of The United States of America.

    


    “ECU”
means the European Currency Unit as determined by the Commission of the European
Union.

    


    “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

    


    “Foreign
Currency” means any currency or currency unit issued by a government other than
the government of The United States of America.

    


    “Foreign
Government Obligations” means with respect to Securities of any Series that are
denominated in a Foreign Currency, (i) direct obligations of the government that
issued or caused to be issued such currency for the payment of which obligations
its full faith and credit is pledged or (ii) obligations of a person controlled
or supervised by or acting as an agency or instrumentality of such government
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by such government, which, in either case under clauses (i) or
(ii), are not callable or redeemable at the option of the issuer
thereof.

    


    “Global
Security” or “Global Securities” means a Security or Securities, as the case may
be, in the form established pursuant to Section 2.2 evidencing all or part of a
Series of Securities, issued to the Depository for such Series or its nominee,
and registered in the name of such Depository or nominee.

    


    “Holder”
or “Securityholder” means a person in whose name a Security is registered or the
holder of a Bearer Security.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “indebtedness”
means, with respect to any person, and without duplication, (a) all
indebtedness, obligations and other liabilities (contingent or otherwise) of
such person for borrowed money (including obligations of the Company in respect
of overdrafts, foreign exchange contracts, currency exchange agreements,
interest rate protection agreements, and any loans or advances from banks,
whether or not evidenced by notes or similar instruments) or evidenced by bonds,
debentures, notes or similar instruments (whether or not the recourse of the
lender is to the whole of the assets of such person or to only a portion
thereof) (other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services), (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such person with respect to letters of
credit, bank guarantees or bankers’ acceptances, (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such person under such lease or related document to
purchase or to cause a third party to purchase such leased property, (d) all
obligations of such person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement, (e) all direct or indirect guaranties or similar agreements by such
person in respect of, and obligations or liabilities (contingent or otherwise)
of such person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of indebtedness, obligations or liabilities of another
person of the kind described in clauses (a) through (d), (f) any indebtedness or
other obligations described in clauses (a) through (e) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such person and (g) any and all refinancings,
replacements, deferrals, renewals, extensions and refundings of, or amendments,
modifications or supplements to, any indebtedness, obligation or liability of
the kind described in clauses (a) through (f).

    


    “Indenture”
means this Indenture as amended from time to time and shall include the form and
terms of particular Series of Securities established as contemplated
hereunder.

    


    “interest”
with respect to any Discount Security which by its terms bears interest only
after Maturity, means interest payable after Maturity.

    


    “Maturity,”
when used with respect to any Security or installment of principal thereof,
means the date on which the principal of such Security or such installment of
principal becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption, notice
of option to elect repayment or otherwise.

    


    “Officer”
means the Chairman of the Board, any President, any Vice-President, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of
the Company.

    


    “Officers’
Certificate” means a certificate signed by two Officers, one of whom must be the
Company’s principal executive officer, principal financial officer or principal
accounting officer.

    


    “Opinion
of Counsel” means a written opinion of legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the
Company.

    


    “person”
means any individual, corporation, partnership, joint venture, association,
limited liability company, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision
thereof.

    


    “principal”
of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on, and any Additional Amounts in respect of, the
Security.

    


    “Representative”
means the (a) indenture trustee or other trustee, agent or representative for
any Senior Indebtedness or (b) with respect to any Senior Indebtedness that does
not have any such trustee, agent or other representative, (i) in the case of
such Senior Indebtedness issued pursuant to an agreement providing for voting
arrangements as among the holders or owners of such Senior Indebtedness, any
holder or owner of such Senior Indebtedness acting with the consent of the
required persons necessary to bind such holders or owners of such Senior
Indebtedness and (ii) in the case of all other such Senior Indebtedness, the
holder or owner of such Senior Indebtedness.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Responsible
Officer” means any officer of the Trustee in its Corporate Trust Office and also
means, with respect to a particular corporate trust matter, any other officer to
whom any corporate trust matter is referred because of his or her knowledge of
and familiarity with a particular subject.

    


    “SEC”
means the Securities and Exchange Commission.

    


    “Securities”
means the debentures, notes or other debt instruments of the Company of any
Series authenticated and delivered under this Indenture.

    


    “Senior
Indebtedness” means the principal, premium, if any, interest, including any
interest accruing after bankruptcy, and rent or termination payment on or other
amounts due on our current or future Indebtedness, whether created, incurred,
assumed, guaranteed or in effect guaranteed by us, including any deferrals,
renewals, extensions, refundings, amendments, modifications or supplements to
the above. However, Senior Indebtedness does not include: (i) Indebtedness that
expressly provides that it shall not be senior in right of payment to the
Securities or expressly provides that it is on the same basis or junior to the
Securities; (ii) our indebtedness to any of our majority-owned Subsidiaries; and
(iii) the Securities.

    


    “Series”
or “Series of Securities” means each series of debentures, notes or other debt
instruments of the Company created pursuant to Sections 2.1 and 2.2
hereof.

    


    “Significant
Subsidiary” means (i) any direct or indirect Subsidiary of the Company that
would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended,
as such regulation is in effect on the date hereof, or (ii) any group of direct
or indirect Subsidiaries of the Company that, taken together as a group, would
be a “significant subsidiary” as defined in Article 1, Rule 1-002 of Regulation
S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such
regulation is in effect on the date hereof.

    


    “Stated
Maturity” when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

    


    “Subsidiary”
of any specified person means (i) any corporation of which at least a majority
of the outstanding stock having by the terms thereof ordinary voting power for
the election of directors of such corporation (irrespective of whether or not at
the time stock of any other class or classes of such corporation shall have or
might have voting power by reason of the happening of any contingency) is at the
time directly or indirectly owned by such person, or by one or more other
Subsidiaries, or by such person and one or more other Subsidiaries or (ii) any
other person (other than a corporation) of which at least a majority of the
ownership interest is at the time directly or indirectly owned by such person,
or by one or more other Subsidiaries, or by such person and one or more other
Subsidiaries.

    


    “TIA”
means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in
effect on the date of this Indenture; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the
extent required by any such amendment, the Trust Indenture Act as so
amended.

    


    “Trustee”
means the person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each person who is then a Trustee hereunder, and if at any time there is
more than one such person, “Trustee” as used with respect to the Securities of
any Series shall mean the Trustee with respect to Securities of that
Series.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “U.S.
Government Obligations” means securities that are (i) direct obligations of The
United States of America for the payment of which its full faith and credit is
pledged or (ii) obligations of a person controlled or supervised by and acting
as an agency or instrumentality of The United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by The
United States of America, and which in the case of (i) and (ii) are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt.

    


    
      	
              Section
      1.2

            	
              Other
      Definitions.

            


    

     

    
      
        
          	
                  TERM

                	
                  DEFINED
      IN
SECTION

                
	
                  “Bankruptcy
      Law”

                	
                  6.1

                
	
                  “Custodian”

                	
                  6.1

                
	
                  “Event
      of Default”

                	
                  6.1

                
	
                  “Journal”

                	
                  10.15

                
	
                  “Judgment
      Currency”

                	
                  10.16

                
	
                  “Legal
      Holiday”

                	
                  10.7

                
	
                  “mandatory
      sinking fund payment”

                	
                  11.1

                
	
                  “Market
      Exchange Rate”

                	
                  10.15

                
	
                  “New
      York Banking Day”

                	
                  10.16

                
	
                  “optional
      sinking fund payment”

                	
                  11.1

                
	
                  “Paying
      Agent”

                	
                  2.4

                
	
                  “Payment
      Blockage Notice”

                	
                  12.2

                
	
                  “Registrar”

                	
                  2.4

                
	
                  “Required
      Currency”

                	
                  10.16

                
	
                  “Service
      Agent”

                	
                  2.4

                
	
                  “successor
      person”

                	
                  5.1

                


        

      

    

     

    
      	
              Section
      1.3

            	
              Incorporation by
      Reference of Trust Indenture
Act.

            


    

     

    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

    


    “Commission”
means the SEC.

    


    “indenture
securities” means the Securities.

    


    “indenture
security holder” means a Securityholder.

    


    “indenture
to be qualified” means this Indenture.

    


    “indenture
trustee” or “institutional trustee” means the Trustee.

    


    “obligor”
on the indenture securities means the Company and any successor obligor upon the
Securities.

    


    All other
terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein are used herein as so defined.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      1.4

            	
              Rules of
      Construction.

            


    

     

    Unless
the context otherwise requires:

    


    (a)           a
term has the meaning assigned to it;

     

    (b)           an
accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles;

     

    (c)           references
to “generally accepted accounting principles” shall mean generally accepted
accounting principles in effect as of the time when and for the period as to
which such accounting principles are to be applied;

     

    (d)           “or”
is not exclusive;

     

    (e)           “including”
means “including without limitation”;

     

    (f)           words
in the singular include the plural, and in the plural include the singular;
and

     

    (g)           provisions
apply to successive events and transactions.

     

    ARTICLE II.

    THE
SECURITIES

     

    
      	
              Section
      2.1

            	
              Issuable in
      Series.

            


    

     

    The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more
Series. All Securities of a Series shall be identical except as may be set forth
in a Board Resolution, a supplemental indenture or an Officers’ Certificate
detailing the adoption of the terms thereof pursuant to the authority granted
under a Board Resolution. In the case of Securities of a Series to be issued
from time to time, the Board Resolution, Officers’ Certificate or supplemental
indenture may provide for the method by which specified terms (such as interest
rate, maturity date, record date or date from which interest shall accrue) are
to be determined. Securities may differ between Series in respect of any
matters, provided that all Series of Securities shall be equally and ratably
entitled to the benefits of the Indenture but all Securities issued hereunder
shall be subordinate and junior in right of payment, to the extent and in the
manner set forth in Article XII, to all Senior Indebtedness of the
Company.

    


    
      	
              Section
      2.2

            	
              Establishment of Terms
      of Series of Securities.

            


    

     

    At or
prior to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.2.1 and
either as to such Securities within the Series or as to the Series generally in
the case of Subsections 2.2.2 through 2.2.22) by a Board Resolution, a
supplemental indenture or an Officers’ Certificate pursuant to authority granted
under a Board Resolution:

    


    2.2.1      the
title of the Series (which shall distinguish the Securities of that particular
Series from the Securities of any other Series);

     

    2.2.2      the
price or prices (expressed as a percentage of the principal amount thereof) at
which the Securities of the Series will be issued;

     

    2.2.3      any
limit upon the aggregate principal amount of the Securities of the Series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8,
2.11, 3.6 or 9.6);

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    2.2.4      the
date or dates on which the principal of the Securities of the Series is
payable;

     

    2.2.5      the
rate or rates (which may be fixed or variable) per annum or, if applicable, the
method used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which
the Securities of the Series shall bear interest, if any, the date or dates from
which such interest, if any, shall accrue, the date or dates on which such
interest, if any, shall commence and be payable and any regular record date for
the interest payable on any interest payment date;

     

    2.2.6      the
place or places where the principal of and interest, if any, on the Securities
of the Series shall be payable, or the method of such payment, if by wire
transfer, mail or other means;

     

    2.2.7      if
applicable, the period or periods within which, the price or prices at which and
the terms and conditions upon which the Securities of the Series may be
redeemed, in whole or in part, at the option of the Company;

     

    2.2.8      the
obligation, if any, of the Company to redeem or purchase the Securities of the
Series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof and the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the Series shall be
redeemed or purchased, in whole or in part, pursuant to such
obligation;

     

    2.2.9      the
dates, if any, on which and the price or prices at which the Securities of the
Series will be repurchased by the Company at the option of the Holders thereof
and other detailed terms and provisions of such repurchase
obligations;

     

    2.2.10    if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which the Securities of the Series shall be
issuable;

     

    2.2.11    the
forms of the Securities of the Series in bearer or fully registered form (and,
if in fully registered form, whether the Securities will be issuable as Global
Securities);

     

    2.2.12    if
other than the principal amount thereof, the portion of the principal amount of
the Securities of the Series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2;

     

    2.2.13    the
currency of denomination of the Securities of the Series, which may be Dollars
or any Foreign Currency, including, but not limited to, the ECU, and if such
currency of denomination is a composite currency other than the ECU, the agency
or organization, if any, responsible for overseeing such composite
currency;

     

    2.2.14    the
designation of the currency, currencies or currency units in which payment of
the principal of and interest, if any, on the Securities of the Series will be
made;

     

    2.2.15    if
payments of principal of or interest, if any, on the Securities of the Series
are to be made in one or more currencies or currency units other than that or
those in which such Securities are denominated, the manner in which the exchange
rate with respect to such payments will be determined;

     

    2.2.16    the
manner in which the amounts of payment of principal of or interest, if any, on
the Securities of the Series will be determined, if such amounts may be
determined by reference to an index based on a currency or currencies or by
reference to a commodity, commodity index, stock exchange index or financial
index;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      2.2.17     the
provisions, if any, relating to any security provided for the Securities of the
Series;

       

      2.2.18     if
the holders of Securities of the Series may convert or exchange the Securities
into or for securities of the Issuer or of other entities or other property, the
period or periods within which, the rate or rates at which and the terms and
conditions upon which Securities of the Series may be converted or exchanged, in
whole or in part;

       

      2.2.19     any
addition to or change in the Events of Default which applies to any Securities
of the Series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 6.2;

       

      2.2.20     any
addition to or change in the covenants set forth in Articles IV or V which
applies to Securities of the Series;

       

      2.2.21     any
other terms of the Securities of the Series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 9.1, but which may modify or delete any provision of this Indenture
insofar as it applies to such Series); and

       

      2.2.22     any
depositories, interest rate calculation agents, exchange rate calculation agents
or other agents with respect to Securities of such Series if other than those
appointed herein.

       

      All
Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers’ Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.

      


      
        	
                Section
      2.3 

              	
                Execution and
      Authentication.

              


      

       

      Two
Officers shall sign the Securities for the Company by manual or facsimile
signature.

      


      If an
Officer whose signature is on a Security no longer holds that office at the time
the Security is authenticated, the Security shall nevertheless be
valid.

      


      A
Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent. The signature shall be conclusive evidence
that the Security has been authenticated under this Indenture.

      


      The
Trustee shall at any time, and from time to time, authenticate Securities for
original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and
delivery pursuant to electronic instructions from the Company or its duly
authorized agent or agents, which instructions shall be promptly confirmed in
writing. Each Security shall be dated the date of its authentication unless
otherwise provided by a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate.

      


      The
aggregate principal amount of Securities of any Series outstanding at any time
may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.2, except as provided in Section
2.8.

      


      Prior to
the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.2) shall be fully protected in relying on: (a) the Board
Resolution, supplemental indenture hereto or Officers’ Certificate establishing
the form of the Securities of that Series or of Securities within that Series
and the terms of the Securities of that Series or of Securities within that
Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an
Opinion of Counsel complying with Section 10.4.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      The
Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a trust
committee of directors or responsible officers and/or vice-presidents shall
determine that such action would expose the Trustee to personal liability to
Holders of any then outstanding Series of Securities.

      


      The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

      


      Section
2.4           Registrar and Paying
Agent.

       

      The
Company shall maintain, with respect to each Series of Securities, at the place
or places specified with respect to such Series pursuant to Section 2.2, an
office or agency where Securities of such Series may be presented or surrendered
for payment (“Paying Agent”), where Securities of such Series may be surrendered
for registration of transfer or exchange (“Registrar”) and where notices and
demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be served (“Service Agent”). The Registrar shall keep a
register with respect to each Series of Securities and to their transfer and
exchange. The Company will give prompt written notice to the Trustee of the name
and address, and any change in the name or address, of each Registrar, Paying
Agent or Service Agent. If at any time the Company shall fail to maintain any
such required Registrar, Paying Agent or Service Agent or shall fail to furnish
the Trustee with the name and address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

      


      The
Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligations to
maintain a Registrar, Paying Agent and Service Agent in each place so specified
pursuant to Section 2.2 for Securities of any Series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the name or address of any such co-registrar,
additional paying agent or additional service agent. The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any additional
paying agent; and the term “Service Agent” includes any additional service
agent.

      


      The
Company hereby appoints the Trustee the initial Registrar, Paying Agent and
Service Agent for each Series unless another Registrar, Paying Agent or Service
Agent, as the case may be, is appointed prior to the time Securities of that
Series are first issued.

      


      Section
2.5           Paying Agent to Hold Money
in Trust.

       

      The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust, for the benefit of
Securityholders of any Series of Securities, or the Trustee, all money held by
the Paying Agent for the payment of principal of or interest on the Series of
Securities, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of Securityholders of any Series of Securities all money
held by it as Paying Agent.

      


      Section
2.6           Securityholder
Lists.

       

      The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of Securityholders
of each Series of Securities and shall otherwise comply with TIA Section 312(a).
If the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least ten days before each interest payment date and at such other times as the
Trustee may request in writing a list, in such form and as of such date as the
Trustee may reasonably require, of the names and addresses of Securityholders of
each Series of Securities.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      Section
2.7           Transfer and
Exchange.

       

      Subject
to Section 2.14.2, where Securities of a Series are presented to the Registrar
or a co-registrar with a request to register a transfer or to exchange them for
an equal principal amount of Securities of the same Series, the Registrar shall
register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Trustee shall authenticate Securities at the Registrar’s request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.11, 3.6 or
9.6).

      


      Neither
the Company nor the Registrar shall be required (a) to issue, register the
transfer of, or exchange Securities of any Series for the period beginning at
the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to register
the transfer of or exchange Securities of any Series selected, called or being
called for redemption as a whole or the portion being redeemed of any such
Securities selected, called or being called for redemption in part.

      


      Section
2.8          Mutilated, Destroyed, Lost
and Stolen Securities.

       

      If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same Series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

      


      If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity bond as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a protected
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously
outstanding.

      


      In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

      


      Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

      


      Every new
Security of any Series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that Series duly issued hereunder.

      


      The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.


      
        
           


        

        
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      Section
2.9           Outstanding
Securities.

       

      The
Securities outstanding at any time are all the Securities authenticated by the
Trustee except for those converted, canceled by it, those delivered to it for
cancellation, those reductions in the interest on a Global Security effected by
the Trustee in accordance with the provisions hereof and those described in this
Section as not outstanding.

      


      If a
Security is replaced pursuant to Section 2.8, it ceases to be outstanding until
the Trustee receives proof satisfactory to it that the replaced Security is held
by a protected purchaser.

      


      If the
Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds on the Maturity of Securities of a Series money sufficient to pay
such Securities payable on that date, then on and after that date such
Securities of the Series cease to be outstanding and interest on them ceases to
accrue.

      


      A
Security does not cease to be outstanding because the Company or an Affiliate
holds the Security.

      


      In
determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver, hereunder, the principal amount of a Discount Security that
shall be deemed to be outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.2.

      


      Section
2.10        Treasury
Securities.

       

      In
determining whether the Holders of the required principal amount of Securities
of a Series have concurred in any request, demand, authorization, direction,
notice, consent or waiver Securities of a Series owned by the Company or an
Affiliate shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver only Securities of a Series
that the Trustee knows are so owned shall be so disregarded.

      


      Section
2.11        Temporary
Securities.

       

      Until
definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities upon a Company Order. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee upon
request shall authenticate definitive Securities of the same Series and date of
maturity in exchange for temporary Securities. Until so exchanged, temporary
Securities shall have the same rights under this Indenture as the definitive
Securities.

      


      Section
2.12        Cancellation.

       

      The
Company at any time may deliver Securities to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, conversion, or
payment. The Trustee shall cancel all Securities surrendered for transfer,
exchange, conversion, payment, replacement or cancellation and shall destroy
such canceled Securities (subject to the record retention requirement of the
Exchange Act) and deliver a certificate of such cancellation to the Company. The
Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation or that has been
converted.

      


      Section
2.13        Defaulted
Interest.

       

      If the
Company defaults in a payment of interest on a Series of Securities, it shall
pay the defaulted interest, plus, to the extent permitted by law, any interest
payable on the defaulted interest at the rate provided in the Securities, to the
persons who are Securityholders of the Series on a subsequent special record
date. The Company shall fix the record date and payment date. At least 30 days
before the record date, the Company shall mail to the Trustee and to each
Securityholder of the Series a notice that states the record date, the payment
date and the amount of interest to be paid. The Company may pay defaulted
interest in any other lawful manner.


      
        
           


        

        
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      Section
2.14        Global
Securities.

       

      2.14.1     Terms of Securities. A Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate shall
establish whether the Securities of a Series shall be issued in whole or in part
in the form of one or more Global Securities and the Depository for such Global
Security or Securities.

       

      2.14.2     Transfer and Exchange.
Notwithstanding any provisions to the contrary contained in Section 2.7
of the Indenture and in addition thereto, any Global Security shall be
exchangeable pursuant to Section 2.7 of the Indenture for Securities registered
in the names of Holders other than the Depository for such Security or its
nominee only if (i) such Depository notifies the Company that it is unwilling or
unable to continue as Depository for such Global Security or if at any time such
Depository ceases to be a clearing agency registered under the Exchange Act,
and, in either case, the Company fails to appoint a successor Depository within
90 days of such event, (ii) the Company executes and delivers to the Trustee an
Officers’ Certificate to the effect that such Global Security shall be so
exchangeable or (iii) an Event of Default with respect to the Securities
represented by such Global Security shall have happened and be continuing. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as the Depository shall
direct in writing in an aggregate principal amount equal to the principal amount
of the Global Security with like tenor and terms.

       

      Except as
provided in this Section 2.14.2, a Global Security may not be transferred except
as a whole by the Depository with respect to such Global Security to a nominee
of such Depository, by a nominee of such Depository to such Depository or
another nominee of such Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such a successor Depository.

       

      2.14.3     Legend. Unless otherwise
provided pursuant to Section 2.2, any Global Security issued hereunder shall
bear a legend in substantially the following form:

       

      “This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of the Depository or a nominee of the
Depository. This Security is exchangeable for Securities registered in the name
of a person other than the Depository or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred except as a
whole by the Depository to a nominee of the Depository, by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such a
successor Depository.”

      


      2.14.4     Acts of
Holders. The Depository, as a
Holder, may appoint agents and otherwise authorize participants to give or take
any request, demand, authorization, direction, notice, consent, waiver or other
action which a Holder is entitled to give or take under the
Indenture.

       

      2.14.5     Payments. Notwithstanding the
other provisions of this Indenture, unless otherwise specified as contemplated
by Section 2.2, payment of the principal of, premium, if any, and interest, if
any, on any Global Security shall be made to the Holder thereof.

       

      2.14.6     Consents, Declaration and Directions.
Except as provided in Section 2.14.5, the Company, the Trustee and any
Agent shall treat a person as the Holder of such principal amount of outstanding
Securities of such Series represented by a Global Security as shall be specified
in a written statement of the Depository with respect to such Global Security,
for purposes of obtaining any consents, declarations, waivers or directions
required to be given by the Holders pursuant to this Indenture.


      
        
           


        

        
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      Section
2.15        CUSIP
Numbers.

       

      The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other elements of identification printed on
the Securities, and any such redemption shall not be affected by any defect in
or omission of such numbers.

      


      ARTICLE
III.

      REDEMPTION

       

      Section
3.1           Notice to
Trustee.

       

      The
Company may, with respect to any Series of Securities, reserve the right to
redeem and pay the Series of Securities or may covenant to redeem and pay the
Series of Securities or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities pursuant
to the terms of such Securities, it shall notify the Trustee of the redemption
date and the principal amount of Series of Securities to be redeemed. The
Company shall give the notice at least 45 days before the redemption date (or
such shorter notice as may be acceptable to the Trustee).

      


      Section
3.2           Selection of Securities to
be Redeemed.

       

      Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, if less than all the
Securities of a Series are to be redeemed, the Trustee shall select the
Securities of the Series to be redeemed in any manner that the Trustee deems
fair and appropriate. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000. Securities of the Series and portions of
them it selects shall be in amounts of $1,000 or whole multiples of $1,000 or,
with respect to Securities of any Series issuable in other denominations
pursuant to Section 2.2.10, the minimum principal denomination for each Series
and integral multiples thereof. Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

      


      Section
3.3           Notice of
Redemption.

       

      Unless
otherwise indicated for a particular Series by a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail a notice
of redemption by first-class mail to each Holder whose Securities are to be
redeemed and if any Bearer Securities are outstanding, publish on one occasion a
notice in an Authorized Newspaper at the expense of the Company.

      


      The
notice shall identify the Securities of the Series to be redeemed and shall
state:

      


      (a)           the
redemption date;

       

      (b)           the
redemption price;

       

      (c)           the
name and address of the Paying Agent;

       

      (d)           that
Securities of the Series called for redemption must be surrendered to the Paying
Agent to collect the redemption price;


      
        
           


        

        
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      (e)           that
interest on Securities of the Series called for redemption ceases to accrue on
and after the redemption date; and

       

      (f)         
  any other information as may be required by the terms of the
particular Series or the Securities of a Series being redeemed. At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days prior to the redemption date (or
such shorter period acceptable to the Trustee), an officers’ certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice.

      


      Section
3.4           Effect of Notice of
Redemption.

       

      Once
notice of redemption is mailed or published as provided in Section 3.3,
Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be
conditional. Upon surrender to the Paying Agent, such Securities shall be paid
at the redemption price plus accrued interest to the redemption
date.

      


      Section
3.5           Deposit of Redemption
Price.

       

      On or
before the redemption date, the Company shall deposit with the Paying Agent
money sufficient to pay the redemption price of and accrued interest, if any, on
all Securities to be redeemed on that date.

      


      Section
3.6           Securities Redeemed in
Part.

       

      Upon
surrender of a Security that is redeemed in part, the Trustee shall authenticate
for the Holder a new Security of the same Series and the same Maturity equal in
principal amount to the unredeemed portion of the Security
surrendered.

      


      ARTICLE
IV.

      COVENANTS

       

      Section
4.1           Payment of Principal and
Interest.

       

      The
Company covenants and agrees for the benefit of the Holders of each Series of
Securities that it will duly and punctually pay the principal of and interest,
if any, on the Securities of that Series in accordance with the terms of such
Securities and this Indenture.

      


      Section
4.2           SEC
Reports.

       

      The
Company shall deliver to the Trustee within 15 days after it files them with the
SEC copies of the annual reports and of the information, documents, and other
reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall
comply with the other provisions of TIA Section 314(a).

      


      Section
4.3           Compliance
Certificate.

       

      The
Company shall deliver to the Trustee, within 90 days after the end of each
fiscal year of the Company, or, if earlier, the date the Company is, or would
be, required to file with the SEC the Company’s annual report (whether on Form
10-K under the Exchange Act or another appropriate form) for such fiscal year,
an Officers’ Certificate stating that a review of the activities of the Company
and its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge).


      
        
           


        

        
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      The
Company will, so long as any of the Securities are outstanding, deliver to the
Trustee, forthwith upon becoming aware of any Default or Event of Default, an
Officers’ Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect
thereto.

      


      Section
4.4           Stay, Extension and Usury
Laws.

       

      The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture or the Securities; and the Company (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
has been enacted.

      


      Section
4.5           Corporate
Existence.

       

      Subject
to Article V, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and the
corporate, partnership or other existence of each Significant Subsidiary in
accordance with the respective organizational documents of each Significant
Subsidiary and the rights (charter and statutory), licenses and franchises of
the Company and its Significant Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any Significant Subsidiary, if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Subsidiaries taken as a whole and
that the loss thereof is not adverse in any material respect to the
Holders.

      


      Section
4.6           Taxes.

       

      The
Company shall, and shall cause each of its Significant Subsidiaries to, pay
prior to delinquency all taxes, assessments and governmental levies, except as
contested in good faith and by appropriate proceedings.

      


      ARTICLE
V.

      SUCCESSORS

       

      Section
5.1           When Company May Merge,
Etc.

       

      The
Company shall not consolidate with or merge into, or convey, transfer or lease
all or substantially all of its properties and assets to, any person (a
“successor person”), and may not permit any person to merge into, or convey,
transfer or lease its properties and assets substantially as an entirety to, the
Company, whether in a single transaction or a series of related transactions,
unless:

      


       (a)           the
successor person (if any) is a corporation organized and validly existing under
the laws of any U.S. domestic jurisdiction and expressly assumes  by
supplemental indenture the Company’s obligations on the Securities and under
this Indenture; and

       

       (b)           immediately
after giving effect to the transaction, no Default or Event of Default, shall
have occurred and be continuing.

       

      The
Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture.


      
        
           


        

        
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      Section
5.2           Successor Corporation
Substituted.

       

      Upon any
consolidation or merger, or any sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company in accordance with Section
5.1, the successor corporation formed by such consolidation or into or with
which the Company is merged or to which such sale, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the case
of a sale, lease, conveyance or other disposition shall not be released from the
obligation to pay the principal of and interest, if any, on the
Securities.

      


      ARTICLE
VI.

      DEFAULTS
AND REMEDIES

       

      Section
6.1           Events of
Default.

       

      “Event of
Default,” wherever used herein with respect to Securities of any Series, means
any one of the following events, unless in the establishing Board Resolution,
supplemental indenture or Officers’ Certificate, it is provided that such Series
shall not have the benefit of said Event of Default:

      


       (a)           default
in the payment of any interest on any Security of that Series when it becomes
due and payable, and continuance of such default for a period of 30 days (unless
the entire amount of such payment is deposited by the Company with the Trustee
or with a Paying Agent prior to the expiration of such period of 30 days);
or

       

       (b)           default
in the payment of the principal of any Security of that Series at its Maturity;
or

       

       (c)           default
in the deposit of any sinking fund payment, within 30 days when and as due in
respect of any Security of that Series; or

       

       (d)           default
in the performance or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty that has been included in this
Indenture solely for the benefit of Series of Securities other than that
Series), which default continues uncured for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the outstanding Securities of that Series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or

       

       (e)           the
Company or any of its Significant Subsidiaries pursuant to or within the meaning
of any Bankruptcy Law:

       

       (i)           commences
a voluntary case,

       

       (ii)          consents
to the entry of an order for relief against it in an involuntary
case,

       

       (iii)         consents
to the appointment of a Custodian of it or for all or substantially all of its
property,

       

       (iv)        makes
a general assignment for the benefit of its creditors, or

       

       (v)         generally
is unable to pay its debts as the same become due; or


      
        
           


        

        
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       (f)         
  a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

       

       (i)           is
for relief against the Company or any of its Significant Subsidiaries in an
involuntary case,

       

       (ii)         
appoints a Custodian of the Company or any of its Significant Subsidiaries or
for all or substantially all of its property, or

       

       (iii)        
orders the winding up or liquidation of the Company or any of its Significant
Subsidiaries, and the order or decree remains unstayed and in effect for 60
days; or

       

       (g)           any
other Event of Default provided with respect to Securities of that Series, which
is specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate, in accordance with Section 2.2.19.

       

      The term
“Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law
for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

      


      Section
6.2           Acceleration of Maturity;
Rescission and Annulment.

       

      If an
Event of Default with respect to Securities of any Series at the time
outstanding occurs and is continuing (excluding an Event of Default referred to
in Section 6.1(e) or (f) with respect to the Company (but including an Event of
Default referred to in Section 6.1 (e) or (f) solely with respect to a
Significant Subsidiary of the Company) then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the outstanding
Securities of that Series may declare the principal amount (or, if any
Securities of that Series are Discount Securities, such portion of the principal
amount as may be specified in the terms of such Securities) of and accrued and
unpaid interest, if any, on all of the Securities of that Series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) and accrued and unpaid interest, if any, shall become
immediately due and payable. If an Event of Default specified in Section 6.1(e)
or (f) with respect to the Company (excluding, for purposes of this sentence, an
Event of Default specified in Section 6.1 (e) or (f) solely with respect to a
Significant Subsidiary of the Company) shall occur, the principal amount (or
specified amount) of and accrued and unpaid interest, if any, on all outstanding
Securities shall ipso
facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder.

      


      At any
time after such a declaration of acceleration with respect to any Series has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the outstanding Securities of that Series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:

      


       (a)           the
Company has paid or deposited with the Trustee a sum sufficient to
pay

       

       (i)           all
overdue interest, if any, on all Securities of that Series,

       

       (ii)          the
principal of any Securities of that Series which have become due otherwise than
by such declaration of acceleration and interest thereon at the rate or rates
prescribed therefor in such Securities,

       

       (iii)         to
the extent that payment of such interest is lawful, interest upon any overdue
principal and overdue interest at the rate or rates prescribed therefor in such
Securities, and


      
        
           


        

        
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       (iv)        all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and

       

      (b)           all
Events of Default with respect to Securities of that Series, other than the
non-payment of the principal of Securities of that Series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 6.13.

       

      No such
rescission shall affect any subsequent Default or impair any right consequent
thereon.

      


      Section
6.3           Collection of Indebtedness
and Suits for Enforcement by Trustee.

       

      The
Company covenants that if

      


       (a)           default
is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days,
or

       

       (b)           default
is made in the payment of principal of any Security at the Maturity thereof,
or

       

       (c)           default
is made in the deposit of any sinking fund payment when and as due by the terms
of a Security, then, the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal or any
overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel.

       

      If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon such Securities and collect the moneys
adjudged or deemed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

      


      If an
Event of Default with respect to any Securities of any Series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such Series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

      


      Section
6.4           Trustee May File Proofs of
Claim.

       

      In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

       (a)           to
file and prove a claim for the whole amount of principal and interest owing and
unpaid in respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and


      
        
           


        

        
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       (b)           to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7.

       

      Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

      


      Section
6.5           Trustee May Enforce Claims
Without Possession of Securities.

       

      All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

      


      Section
6.6           Application of Money
Collected.

       

      Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

      


      First:                  
   To the payment of all amounts due the Trustee under Section
7.7;

       

      
        Second:                 To
the payment of the holders of Senior Indebtedness to the extent required by
Article XII;

      

       

      
        Third:                    To
the payment of the amounts then due and unpaid for principal of and interest on
the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal and interest,
respectively; and



      
        Fourth:   To
the Company.

      

      


      Section
6.7           Limitation on
Suits.

       

      No Holder
of any Security of any Series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

      


       (a)           such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of that Series;

       

       (b)           the
Holders of not less than 25% in principal amount of the outstanding Securities
of that Series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

       

       (c)           such
Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such
request;

       

       (d)           the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and


      
        
           


        

        
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       (e)           no
direction inconsistent with such written request has been given to the Trustee
during such 60 day period by the Holders of a majority in principal amount of
the outstanding Securities of that Series;

       

      it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.

       

      Section
6.8           Unconditional Right of
Holders to Receive Principal and Interest.

       

      Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and interest, if any, on such Security on the Stated Maturity or Stated
Maturities expressed in such Security (or, in the case of redemption, on the
redemption date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such
Holder.

      


      Section
6.9           Restoration of Rights and
Remedies.

       

      If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

      


      Section
6.10        Rights and Remedies
Cumulative.

       

      Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in Section 2.8, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      


      Section
6.11        Delay or Omission Not
Waiver.

       

      No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may
be.

      


      Section
6.12        Control by
Holders.

       

      The
Holders of a majority in principal amount of the outstanding Securities of any
Series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
Series, provided that


      
        
           


        

        
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       (a)           such
direction shall not be in conflict with any rule of law or with this
Indenture,

       

       (b)           the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and

       

       (c)           subject
to the provisions of Section 6.1, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible
Officer of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability.

       

      Section
6.13        Waiver of Past
Defaults.

       

      Subject
to Section 6.2, the Holders of not less than a majority in principal amount of
the outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default hereunder with respect to such
Series and its consequences, except a Default in the payment of the principal of
or interest on any Security of such Series (provided, however, that the Holders
of a majority in principal amount of the outstanding Securities of any Series
may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

      


      Section
6.14        Undertaking for
Costs.

       

      All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on
any Security on or after the Stated Maturity or Stated Maturities expressed in
such Security (or, in the case of redemption, on the redemption
date).

      


      ARTICLE
VII.

      TRUSTEE

       

      Section
7.1           Duties of
Trustee.

       

       (a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise
the rights and powers vested in it by this Indenture and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

       

       (b)           Except
during the continuance of an Event of Default:

       

        (i)           The
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others.

       

        (ii)          In
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon Officers’ Certificates or Opinions of Counsel furnished to the
Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officers’
Certificates or Opinions of Counsel which by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine
such Officers’ Certificates and Opinions of Counsel to determine whether or not
they conform to the requirements of this Indenture.


      
        
           


        

        
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       (c)           The
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except
that:

       

        (i)           This
paragraph does not limit the effect of paragraph (b) of this
Section.

       

        (ii)          The
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts.

       

        (iii)         The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it with respect to Securities of any Series in good faith
in accordance with the direction of the Holders of a majority in principal
amount of the outstanding Securities of such Series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such Series.

       

       (d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraph (a), (b) and (c) of this Section.

       

       (e)           The
Trustee may refuse to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss, liability or
expense.

       

       (f)           The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

       

       (g)           No
provision of this Indenture shall require the Trustee to risk its own funds or
otherwise incur any financial liability in the performance of any of its duties,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk is not reasonably assured to it.

       

       (h)           The
Paying Agent, the Registrar and any authenticating agent shall be entitled to
the protections and immunities as are set forth in paragraphs (a), (b) and (c)
of this Section with respect to the Trustee.

       

      Section
7.2           Rights of
Trustee.

       

       (a)           The
Trustee may rely on and shall be protected in acting or refraining from acting
upon any document believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or
matter stated in the document.

       

       (b)           Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers’ Certificate or Opinion of Counsel.

       

       (c)           The
Trustee may act through agents and shall not be responsible for the misconduct
or negligence of any agent appointed with due care. No Depository shall be
deemed an agent of the Trustee and the Trustee shall not be responsible for any
act or omission by any Depository.

       

       (d)           The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers
conferred upon it under this Indenture.


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


       (e)           The
Trustee may consult with counsel and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

       

       (f)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
of Securities unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

       

      Section
7.3           Individual Rights of
Trustee.

       

      The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or an Affiliate with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. The Trustee is also subject to Sections 7.10 and 7.11.

      


      Section
7.4           Trustee’s
Disclaimer.

       

      The
Trustee makes no representation as to the validity or adequacy of this Indenture
or the Securities, it shall not be accountable for the Company’s use of the
proceeds from the Securities, and it shall not be responsible for any statement
in the Securities other than its authentication.

      


      Section
7.5           Notice of
Defaults.

       

      If a
Default or Event of Default occurs and is continuing with respect to the
Securities of any Series and if it is known to a Responsible Officer of the
Trustee, the Trustee shall mail to each Securityholder of the Securities of that
Series and, if any Bearer Securities are outstanding, publish on one occasion in
an Authorized Newspaper at the expense of the Company, notice of a Default or
Event of Default within 90 days after it occurs or, if later, after a
Responsible Officer of the Trustee has knowledge of such Default or Event of
Default. Except in the case of a Default or Event of Default in payment of
principal of or interest on any Security of any Series, the Trustee may withhold
the notice if and so long as its corporate trust committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Securityholders of that Series.

      


      Section
7.6           Reports by Trustee to
Holders.

       

      Within 60
days after May 15 in each year, the Trustee shall transmit by mail to all
Securityholders, as their names and addresses appear on the register kept by the
Registrar and, if any Bearer Securities are outstanding, publish in an
Authorized Newspaper at the expense of the Company, a brief report dated as of
such May 15, in accordance with, and to the extent required under, TIA Section
313.

      


      A copy of
each report at the time of its mailing to Securityholders of any Series shall be
filed with the SEC and each stock exchange on which the Securities of that
Series are listed. The Company shall promptly notify the Trustee when Securities
of any Series are listed on any stock exchange.

      


      Section
7.7           Compensation and
Indemnity.

       

      The
Company shall pay to the Trustee from time to time reasonable compensation for
its services. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and expenses of the
Trustee’s agents and counsel.

      


      The
Company shall indemnify the Trustee (including the cost of defending itself)
against any loss, liability or expense incurred by it except as set forth in the
next paragraph in the performance of its duties under this Indenture as Trustee
or Agent. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. This indemnification shall apply to officers, directors,
employees, shareholders and agents of the Trustee.


      
        
           


        

        
          23

          
            

          

        

        
           


        

      

      


      The
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee or by any officer, director, employee,
shareholder or agent of the Trustee through negligence or bad
faith.

      


      To secure
the Company’s payment obligations in this Section, the Trustee shall have a lien
prior to the Securities of any Series on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Securities of that Series.

      


      When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.1(e) or (f) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any
Bankruptcy Law.

      


      Section
7.8           Replacement of
Trustee.

       

      A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.

      


      The
Trustee may resign with respect to the Securities of one or more Series by so
notifying the Company. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee with respect to that Series by
so notifying the Trustee and the Company. The Company may remove the Trustee
with respect to Securities of one or more Series if:

      


       (a)           the
Trustee fails to comply with Section 7.10;

       

       (b)           the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;

       

       (c)           a
Custodian or public officer takes charge of the Trustee or its property;
or

       

       (d)           the
Trustee becomes incapable of acting.

       

      If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Company shall promptly appoint a successor Trustee. Within
one year after the successor Trustee takes office, the Holders of a majority in
principal amount of the then outstanding Securities may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

      


      If a
successor Trustee with respect to the Securities of any one or more Series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal
amount of the Securities of the applicable Series may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

      


      If the
Trustee with respect to the Securities of any one or more Series fails to comply
with Section 7.10, any Securityholder of the applicable Series may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

      


      A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee subject to the lien provided for in Section 7.7, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee with respect
to each Series of Securities for which it is acting as Trustee under this
Indenture. A successor Trustee shall mail a notice of its succession to each
Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company’s obligations under Section 7.7 hereof shall continue for the benefit of
the retiring trustee with respect to expenses and liabilities incurred by it
prior to such replacement.


      
        
           


        

        
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      Section
7.9           Successor Trustee by Merger,
Etc.

       

      If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor
Trustee.

      


      Section
7.10        Eligibility;
Disqualification.

       

      This
Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee shall always have a combined capital
and surplus of at least $25,000,000 as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section
310(b).

      


      Section
7.11        Preferential Collection of
Claims Against Company.

       

      The
Trustee is subject to TIA Section 311(a), excluding any creditor relationship
listed in TIA Section 311(b). A Trustee who has resigned or been removed shall
be subject to TIA Section 311(a) to the extent indicated.

      


      ARTICLE
VIII.

      SATISFACTION
AND DISCHARGE; DEFEASANCE

       

      Section
8.1           Satisfaction and Discharge
of Indenture.

       

      This
Indenture shall upon Company Order cease to be of further effect (except as
hereinafter provided in this Section 8.1), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

      


       (a)           either

       

        (i)           all
Securities theretofore authenticated and delivered (other than Securities that
have been destroyed, lost or stolen and that have been replaced or paid) have
been delivered to the Trustee for cancellation; or

       

        (ii)          all
such Securities not theretofore delivered to the Trustee for
cancellation

       

        (1)           have
become due and payable, or

       

        (2)           will
become due and payable at their Stated Maturity within one year, or

       

        (3)           are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company, or 

       

        (4)           are
deemed paid and discharged pursuant to Section 8.3, as applicable; and the
Company, in the case of (1), (2) or (3) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust an amount sufficient for the
purpose of paying and discharging the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and
interest to the date of such deposit (in the case of Securities which have
become due and payable on or prior to the date of such deposit) or to the Stated
Maturity or redemption date, as the case may be;


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


       (b)           the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and

       

       (c)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied
with.

       

      Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 7.7, and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections
2.4, 2.7, 2.8, 8.1, 8.2 and 8.5 shall survive.

      


      Section
8.2           Application of Trust Funds;
Indemnification.

       

       (a)           Subject
to the provisions of Section 8.5, all money deposited with the Trustee pursuant
to Section 8.1, all money and U.S. Government Obligations or Foreign Government
Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all
money received by the Trustee in respect of U.S. Government Obligations or
Foreign Government Obligations deposited with the Trustee pursuant to Section
8.3 or 8.4, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the persons entitled thereto, of the
principal and interest for whose payment such money has been deposited with or
received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Sections 8.3 or 8.4.

       

       (b)           The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against U.S. Government Obligations or Foreign
Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest
and principal received in respect of such obligations other than any payable by
or on behalf of Holders.

       

       (c)           The
Trustee shall deliver or pay to the Company from time to time upon Company
Request any U.S. Government Obligations or Foreign Government Obligations or
money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such U.S. Government Obligations or Foreign Government
Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations or Foreign
Government Obligations held under this Indenture.

       

      Section
8.3           Legal Defeasance of
Securities of any Series.

       

      Unless
this Section 8.3 is otherwise specified pursuant to Section 2.2.21 to be
inapplicable to Securities of any Series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Securities of
such Series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such Series, shall no longer be in effect (and
the Trustee, at the expense of the Company, shall, at Company Request, execute
proper instruments acknowledging the same), except as to:

      


       (a)           the
rights of Holders of Securities of such Series to receive, from the trust funds
described in subparagraph (d) hereof, (i) payment of the principal of and each
installment of principal of and interest on the outstanding Securities of such
Series on the Stated Maturity of such principal or installment of principal or
interest and (ii) the benefit of any mandatory sinking fund payments applicable
to the Securities of such Series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and the Securities of
such Series;


      
        
           


        

        
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       (b)           the
provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and

       

       (c)           the
rights, powers, trust and immunities of the Trustee hereunder;

       

      provided
that, the following conditions shall have been satisfied:

       

       (d)           the
Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated solely to the
benefit of the Holders of such Securities (i) in the case of Securities of such
Series denominated in Dollars, cash in Dollars (or such other money or
currencies as shall then be legal tender in the United States) and/or U.S.
Government Obligations, or (ii) in the case of Securities of such Series
denominated in a Foreign Currency (other than a composite currency), money
and/or Foreign Government Obligations, which through the payment of interest and
principal in respect thereof, in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge each installment of principal
(including mandatory sinking fund or analogous payments) of and interest, if
any, on all the Securities of such Series on the dates such installments of
interest or principal are due;

       

       (e)           such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

       

       (f) 
          no Default or Event
of Default with respect to the Securities of such Series shall have occurred and
be continuing on the date of such deposit or during the period ending on the
91st day after such date;

       

       (g)           the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel to the effect that (i) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (ii)
since the date of execution of this Indenture, there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
Securities of such Series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amount and in the same manner
and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred;

       

       (h)           the
Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of the Securities of such Series over any other creditors of the company
or with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company;

       

       (i)   
        such deposit shall not result in
the trust arising from such deposit constituting an investment company (as
defined in the Investment Company Act of 1940, as amended), or such trust shall
be qualified under such Act or exempt from regulation thereunder;
and

       

       (j)    
       the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the defeasance
contemplated by this Section have been complied with.


      
        
           


        

        
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      Section
8.4           Covenant
Defeasance.

       

      Unless
this Section 8.4 is otherwise specified pursuant to Section 2.2.21 to be
inapplicable to Securities of any Series, on and after the 91st day after the
date of the deposit referred to in subparagraph (a) hereof, the Company may omit
to comply with any term, provision or condition set forth under Sections 4.2,
4.3, 4.4, 4.5, 4.6, and 5.1 as well as any additional covenants contained in a
supplemental indenture hereto for a particular Series of Securities or a Board
Resolution or an Officers’ Certificate delivered pursuant to Section 2.2.21 (and
the failure to comply with any such covenants shall not constitute a Default or
Event of Default under Section 6.1) and the occurrence of any event described in
clause (e) of Section 6.1 shall not constitute a Default or Event of Default
hereunder, with respect to the Securities of such Series, provided that the
following conditions shall have been satisfied:

      


       (a)           With
reference to this Section 8.4, the Company has deposited or caused to be
irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as
trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities (i) in the case of Securities
of such Series denominated in Dollars, cash in Dollars (or such other money or
currencies as shall then be legal tender in the United States) and/or U.S.
Government Obligations, or (ii) in the case of Securities of such Series
denominated in a Foreign Currency (other than a composite currency), money
and/or Foreign Government Obligations, which through the payment of interest and
principal in respect thereof, in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification
thereof delivered to the Trustee, to pay principal and interest, if any, on and
any mandatory sinking fund in respect of the Securities of such Series on the
dates such installments of interest or principal are due;

       

       (b)           Such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

       

       (c)           No
Default or Event of Default with respect to the Securities of such Series shall
have occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

       

       (d)           the
Company shall have delivered to the Trustee an Opinion of Counsel confirming
that Holders of the Securities of such Series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit and defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such deposit and
defeasance had not occurred;

       

       (e)           the
Company shall have delivered to the Trustee an Officers’ Certificate stating the
deposit was not made by the Company with the intent of preferring the Holders of
the Securities of such Series over any other creditors of the Company or with
the intent of defeating, hindering, delaying or defrauding any other creditors
of the Company; and

       

       (f)           The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the defeasance contemplated by this Section have been complied
with.

       

      Section
8.5           Repayment to
Company.

       

      The
Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal and interest that remains unclaimed
for two years. After that, Securityholders entitled to the money must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another person.


      
        
           


        

        
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      Section
8.6           Reinstatement.

       

      If the
Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with Sections 8.1, 8.3 or 8.4, as the case may be, by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.1, 8.3 or 8.4, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 8.1, 8.3 or 8.4, as the case may be;
provided, however, that if the Company makes any payment of principal of,
premium, if any, or interest on any Securities because of reinstatement of its
obligations, the Company shall be subrogated to the rights of the holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

      


      ARTICLE
IX.

      AMENDMENTS
AND WAIVERS

       

      Section
9.1           Without Consent of
Holders.

       

      The
Company and the Trustee may amend or supplement this Indenture or the Securities
of one or more Series without the consent of any Securityholder:

      


       (a)           to
provide for the issuance of and establish the form and terms and conditions of
Securities of any Series as permitted by this Indenture;

       

       (b)           to
comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA.

       

       (c)           to
cure any ambiguity, defect or inconsistency;

       

       (d)           to
provide for uncertificated Securities in addition to or in place of certificated
Securities;

       

       (e)           to
comply with Article V;

       

       (f) 
          to make any change
that would provide any additional rights or benefits to the Securityholder or
that does not adversely affect the legal rights under the Indenture of any
Securityholder;

       

       (g)           to
conform the text of the Indenture to any provision of the Description of Debt
Securities to the extent that such provision in the Description of Debt
Securities was intended to be a verbatim recitation of a provision of the
indentures;

       

       (h)           to
provide for the issuance of additional securities in accordance with the
limitations set forth in the indenture as of the date of the
indenture;

       

      (i)   
        to allow any guarantor to
execute a supplemental Indenture with respect to Securities and to release
guarantors in accordance with the terms of the Indenture; or

       

       (j)    
       to add additional obligors under the
indenture and the securities.

       

      The
consent of holders is not necessary under the indentures to approve the
particular form of any proposed amendment. It is sufficient if such consent
approves the substance of the proposed amendment.


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      


      Section
9.2           With Consent of
Holders.

       

      The
Company and the Trustee may enter into a supplemental indenture with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities of each Series affected by such supplemental indenture
(including consents obtained in connection with a tender offer or exchange offer
for the Securities of such Series), for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the
Securityholders of each such Series. Except as provided in Section 6.13, the
Holders of at least a majority in principal amount of the outstanding Securities
of each Series affected by such waiver by notice to the Trustee (including
consents obtained in connection with a tender offer or exchange offer for the
Securities of such Series) may waive compliance by the Company with any
provision of this Indenture or the Securities with respect to such
Series.

      


      It shall
not be necessary for the consent of the Holders of Securities under this Section
9.2 to approve the particular form of any proposed supplemental indenture or
waiver, but it shall be sufficient if such consent approves the substance
thereof. After a supplemental indenture or waiver under this Section becomes
effective, the Company shall mail to the Holders of Securities affected thereby
and, if any Bearer Securities affected thereby are outstanding, publish on one
occasion in an Authorized Newspaper at the expense of the Company, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

      


      Section
9.3           Limitations.

       

      Without
the consent of each Securityholder affected, an amendment or waiver may
not:

      


       (a)           change
the amount of Securities whose Holders must consent to an amendment, supplement
or waiver;

       

       (b)           reduce
the rate of or extend the time for payment of interest (including default
interest) on any Security;

       

       (c)           reduce
the principal or change the Stated Maturity of any Security or reduce the amount
of, or postpone the date fixed for, the payment of any sinking fund or analogous
obligation;

       

       (d)           reduce
the principal amount of Discount Securities payable upon acceleration of the
maturity thereof;

       

       (e)           waive
a Default or Event of Default in the payment of the principal of or interest, if
any, on any Security (except a rescission of acceleration of the Securities of
any Series by the Holders of at least a majority in principal amount of the
outstanding Securities of such Series and a waiver of the payment default that
resulted from such acceleration);

       

       (f)
           make the
principal of or interest, if any, on any Security payable in any currency other
than that stated in the Security;

       

       (g)           make
any change in Sections 6.8, 6.13, 9.3 (this sentence), 10.15 or 10.16;
or

       

       (h)           waive
a redemption payment with respect to any Security or change any of the
provisions with respect to the redemption of any Securities.

       

      Section
9.4           Compliance with Trust
Indenture Act.

       

      Every
amendment to this Indenture or the Securities of one or more Series shall be set
forth in a supplemental indenture hereto that complies with the TIA as then in
effect.


      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

     

    Section
9.5           Revocation and Effect of
Consents.

     

    Until an
amendment or waiver becomes effective, a consent to it by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security
or portion of a Security if the Trustee receives the notice of revocation before
the date the amendment or waiver becomes effective.

    


    Any
amendment or waiver once effective shall bind every Securityholder of each
Series affected by such amendment or waiver unless it is of the type described
in any of clauses (a) through (g) of Section 9.3. In that case, the amendment or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security.

    


    Section
9.6           Notation on or Exchange of
Securities.

     

    The
Trustee may place an appropriate notation about an amendment or waiver on any
Security of any Series thereafter authenticated. The Company in exchange for
Securities of that Series may issue and the Trustee shall authenticate upon
request new Securities of that Series that reflect the amendment or
waiver.

    


    Section
9.7           Trustee
Protected.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be
fully protected in relying upon, an Opinion of Counsel and an officers’
certificate stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

    


    ARTICLE
X.

    MISCELLANEOUS

     

    Section
10.1         Trust Indenture Act
Controls.

     

    If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required or deemed to be included in this Indenture by the
TIA, such required or deemed provision shall control.

    


    Section
10.2         Notices.

     

    Any
notice or communication by the Company or the Trustee to the other is duly given
if in writing and delivered in person or mailed by first-class
mail:

    if to the
Company:

    


    Genta
Incorporated

    200
Connell Drive

    Berkeley
Heights, New Jersey 07922

    Attention:
Chief Financial Officer


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

    


    if to the
Trustee:

    


    Wilmington
Trust FSB

    246 Goose
Lane

    Suite
105

    Guilford,
CT 06437

    Attention:
Joseph O’Donnell

     

    The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

    


    Any
notice or communication to a Securityholder shall be mailed by first-class mail
to his address shown on the register kept by the Registrar and, if any Bearer
Securities are outstanding, published in an Authorized Newspaper at the expense
of the Company. Failure to mail a notice or communication to a Securityholder of
any Series or any defect in it shall not affect its sufficiency with respect to
other Securityholders of that or any other Series.

    


    If a
notice or communication is mailed or published in the manner provided above,
within the time prescribed, it is duly given, whether or not the Securityholder
receives it.

    


    If the
Company mails a notice or communication to Securityholders, it shall mail a copy
to the Trustee and each Agent at the same time.

    


    Section
10.3         Communication by Holders
with Other Holders.

     

    Securityholders
of any Series may communicate pursuant to TIA Section 312(b) with other
Securityholders of that Series or any other Series with respect to their rights
under this Indenture or the Securities of that Series or all Series. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

    


    Section
10.4         Certificate and Opinion as
to Conditions Precedent.

     

    Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:

    


    (a)           an
Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     

    (b)           an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

     

    Section
10.5         Statements Required in
Certificate or Opinion.

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e)
and shall include:

    


    (a)           a
statement that the person making such certificate or opinion has read such
covenant or condition;

     

    (b)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    (c)           a
statement that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with;
and

     

    (d)           a
statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

     

    Section
10.6         Rules by Trustee and
Agents.

     

    The
Trustee may make reasonable rules for action by or a meeting of Securityholders
of one or more Series. Any Agent may make reasonable rules and set reasonable
requirements for its functions.

    


    Section
10.7         Legal
Holidays.

     

    Unless
otherwise provided by Board Resolution, Officers’ Certificate or supplemental
indenture for a particular Series, a “Legal Holiday” is any day that is not a
Business Day. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

    


    Section
10.8         No Recourse Against
Others.

     

    A
director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

    


    Section
10.9         Counterparts.

     

    This
Indenture may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

    


    Section
10.10      Governing
Laws.

     

    THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF THAT WOULD REQUIRE THE
APPLICATION OF ANY OTHER LAW.

    


    Section
10.11      No Adverse Interpretation of
Other Agreements.

     

    This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.

    


    Section
10.12      Successors.

     

    All
agreements of the Company in this Indenture and the Securities shall bind its
successor. All agreements of the Trustee in this Indenture shall bind its
successor.

    


    Section
10.13      Severability.

     

    In case
any provision in this Indenture or in the Securities shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.


    
      
         


      

      
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    Section
10.14      Table of Contents, Headings,
Etc.

     

    The Table
of Contents, Cross Reference Table, and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

    


    Section
10.15      Securities in a Foreign
Currency or in ECU.

     

    Unless
otherwise specified in a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate delivered pursuant to Section 2.2 of this Indenture with
respect to a particular Series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in
aggregate principal amount of Securities of all Series or all Series affected by
a particular action at the time outstanding and, at such time, there are
outstanding Securities of any Series which are denominated in a coin or currency
other than Dollars (including ECUs), then the principal amount of Securities of
such Series which shall be deemed to be outstanding for the purpose of taking
such action shall be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate at such time. For purposes of this Section
10.15, “Market Exchange Rate” shall mean the noon Dollar buying rate in New York
City for cable transfers of that currency as published by the Federal Reserve
Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate
shall mean the rate of exchange determined by the Commission of the European
Union (or any successor thereto) as published in the Official Journal of the
European Union (such publication or any successor publication, the “Journal”).
If such Market Exchange Rate is not available for any reason with respect to
such currency, the Trustee shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York
or, in the case of ECUs, the rate of exchange as published in the Journal, as of
the most recent available date, or quotations or, in the case of ECUs, rates of
exchange from one or more major banks in The City of New York or in the country
of issue of the currency in question or, in the case of ECUs, in Luxembourg or
such other quotations or, in the case of ECUs, rates of exchange as the Trustee,
upon consultation with the Company, shall deem appropriate. The provisions of
this paragraph shall apply in determining the equivalent principal amount in
respect of Securities of a Series denominated in currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

    All
decisions and determinations of the Trustee regarding the Market Exchange Rate
or any alternative determination provided for in the preceding paragraph shall
be in its sole discretion and shall, in the absence of manifest error, be
conclusive to the extent permitted by law for all purposes and irrevocably
binding upon the Company and all Holders.

    


    Section
10.16      Judgment
Currency.

     

    The
Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment
Currency”), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with Subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required Currency expressed to be payable in respect of such payments,
(ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to
close.


    
      
         


      

      
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    ARTICLE
XI.

    SINKING
FUNDS

     

    Section
11.1         Applicability of
Article.

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.

    


    The
minimum amount of any sinking fund payment provided for by the terms of the
Securities of any Series is herein referred to as a “mandatory sinking fund
payment” and any other amount provided for by the terms of Securities of such
Series is herein referred to as an “optional sinking fund payment.” If provided
for by the terms of Securities of any Series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 11.2. Each
sinking fund payment shall be applied to the redemption of Securities of any
Series as provided for by the terms of the Securities of such
Series.

    


    Section
11.2         Satisfaction of Sinking Fund
Payments with Securities.

     

    The
Company may, in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of any Series to be made pursuant to the terms of such
Securities (1) deliver outstanding Securities of such Series to which such
sinking fund payment is applicable (other than any of such Securities previously
called for mandatory sinking fund redemption) and (2) apply as credit Securities
of such Series to which such sinking fund payment is applicable and which have
been redeemed either at the election of the Company pursuant to the terms of
such Series of Securities (except pursuant to any mandatory sinking fund) or
through the application of permitted optional sinking fund payments or other
optional redemptions pursuant to the terms of such Securities, provided that
such Securities have not been previously so credited. Such Securities shall be
received by the Trustee, together with an Officers’ Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 11.2, the
principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company
Order that such action be taken, and such cash payment shall be held by the
Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that Series purchased by the
Company having an unpaid principal amount equal to the cash payment required to
be released to the Company.

    


    Section
11.3         Redemption of Securities for
Sinking Fund.

     

    Not less
than 45 days (unless otherwise indicated in the Board Resolution, supplemental
indenture hereto or Officers’ Certificate in respect of a particular Series of
Securities) prior to each sinking fund payment date for any Series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that Series pursuant to the terms of that Series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting of Securities of that
Series pursuant to Section 11.2, and the optional amount, if any, to be added in
cash to the next ensuing mandatory sinking fund payment, and the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30
days (unless otherwise indicated in the Board Resolution, Officers’ Certificate
or supplemental indenture in respect of a particular Series of Securities)
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
3.4, 3.5 and 3.6.


    
      
         


      

      
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    ARTICLE
XII.

    SUBORDINATION
OF SECURITIES

     

    Section
12.1         Agreement of
Subordination.

     

    The
Company covenants and agrees, and each Holder of Securities issued hereunder by
his acceptance thereof likewise covenants and agrees, that all Securities shall
be issued subject to the provisions of this Article XII; and each Person holding
any Security, whether upon original issue or upon transfer, assignment or
exchange thereof, accepts and agrees to be bound by such
provisions.

    


    The
payment of the principal of, premium, if any, and interest on all Securities
(including, but not limited to, the redemption price with respect to the
Securities called for redemption in accordance with Article III as provided in
the Indenture) issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior Indebtedness, whether outstanding at the
date of this Indenture or thereafter incurred.

    No
provision of this Article XII shall prevent the occurrence of any default or
Event of Default hereunder.

    


    Section
12.2         Payments to
Holders.

     

    No
payment shall be made with respect to the principal of, or premium, if any, or
interest on the Securities (including, but not limited to, the redemption price
with respect to the Securities to be called for redemption in accordance with
Article III as provided in the Indenture), except payments and distributions
made by the Trustee as permitted by the first or second paragraph of Section
12.5, if:

    


    (i)           a
default in the payment of principal, premium, interest, rent or other
obligations due on any Senior Indebtedness occurs and is continuing (or, in the
case of Senior Indebtedness for which there is a period of grace, in the event
of such a default that continues beyond the period of grace, if any, specified
in the instrument or lease evidencing such Senior Indebtedness), unless and
until such default shall have been cured or waived or shall have ceased to
exist; or

     

    (ii)           a
default, other than a payment default, on a Designated Senior Indebtedness
occurs and is continuing that then permits holders of such Designated Senior
Indebtedness to accelerate its maturity and the Trustee receives a notice of the
default (a “Payment Blockage Notice”) from a Representative or the
Company.

     

    If the
Trustee receives any Payment Blockage Notice pursuant to clause (ii) above, no
subsequent Payment Blockage Notice shall be effective for purposes of this
Section unless and until (A) at least 365 days shall have elapsed since the
initial effectiveness of the immediately prior Payment Blockage Notice, and (B)
all scheduled payments of principal, premium, if any, and interest on the
Securities that have come due have been paid in full in cash. No nonpayment
default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice.

    


    The
Company may and shall resume payments on and distributions in respect of the
Securities upon the earlier of:

    


    (1)           the
date upon which the default is cured or waived or ceases to exist,
or

     

    (2)           in
the case of a default referred to in clause (ii) above, 179 days pass after
notice is received if the maturity of such Designated Senior Indebtedness has
not been accelerated, unless this Article XII otherwise prohibits the payment or
distribution at the time of such payment or distribution.


    
      
         


      

      
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    Upon any
payment by the Company, or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due or to become due upon all Senior Indebtedness
shall first be paid in full in cash or other payment satisfactory to the holders
of such Senior Indebtedness, or payment thereof in accordance with its terms
provided for in cash or other payment satisfactory to the holders of such Senior
Indebtedness, before any payment is made on account of the principal of,
premium, if any, or interest on the Securities (except payments made pursuant to
Article VI from monies deposited with the Trustee pursuant thereto prior to
commencement of proceedings for such dissolution, winding-up, liquidation or
reorganization); and upon any such dissolution or winding-up or liquidation or
reorganization of the Company or bankruptcy, insolvency, receivership or other
proceeding, any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to which the
Holders of the Securities or the Trustee would be entitled, except for the
provision of this Article XII, shall (except as aforesaid) be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Holders of the
Securities or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, or
as otherwise required by law or a court order) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay all
Senior Indebtedness in full, in cash or other payment satisfactory to the
holders of such Senior Indebtedness, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness, before any
payment or distribution or provision therefor is made to the Holders of the
Securities or to the Trustee.

    


    For
purposes of this Article XII, the words, “cash, property or securities” shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XII with respect to
the Securities to the payment of all Senior Indebtedness which may at the time
be outstanding; provided that (i) the Senior Indebtedness is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior Indebtedness (other than leases which are
not assumed by the Company or the new corporation, as the case may be) are not,
without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article V shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 12.2
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article
V.

    


    In the
event of the acceleration of the Securities because of an Event of Default, no
payment or distribution shall be made to the Trustee or any Holder of Securities
in respect of the principal of, premium, if any, or interest on the Securities
(including, but not limited to, the redemption price with respect to the
Securities called for redemption in accordance with Article III as provided in
the Indenture), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 12.5, until all Senior
Indebtedness has been paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness or such acceleration is rescinded in accordance
with the terms of this Indenture. If payment of the Securities is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Indebtedness of the acceleration at the address set forth in the notice
from the Agent (or successor agent) to the Trustee as being the address to which
the Trustee should send its notice pursuant to this Section 12.2, unless there
are no payment obligations of the Company thereunder and all obligations
thereunder to extend credit have been terminated or expired.


    
      
         


      

      
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    In the
event that, notwithstanding the foregoing provisions, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities (including, without limitation, by way of setoff or
otherwise), prohibited by the foregoing, shall be received by the Trustee or the
Holders of the Securities before all Senior Indebtedness is paid in full in cash
or other payment satisfactory to the holders of such Senior Indebtedness, or
provision is made for such payment thereof in accordance with its terms in cash
or other payment satisfactory to the holders of such Senior Indebtedness, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or
other payment satisfactory to the holders of such Senior Indebtedness, after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior Indebtedness.

    


    Nothing
in this Section 12.2 shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 7.7. This Section 12.2 shall be subject to the further
provisions of Section 12.5.

    


    Section
12.3       Subrogation of
Securities.

     

    Subject
to the payment in full of all Senior Indebtedness, the rights of the Holders of
the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article XII (equally and ratably with the holders of all
indebtedness of the Company which by its express terms is subordinated to other
indebtedness of the Company to substantially the same extent as the Securities
are subordinated and is entitled to like rights of subrogation) to the rights of
the holders of Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to the Senior Indebtedness
until the principal, premium, if any, and interest on the Securities shall be
paid in full; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XII, and no payment pursuant
to the provisions of this Article XII, to or for the benefit of the holders of
Senior Indebtedness by Holders of the Securities or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness,
and the Holders of the Securities, be deemed to be a payment by the Company to
or on account of the Senior Indebtedness; and no payments or distributions of
cash, property or securities to or for the benefit of the Holders of the
Securities pursuant to the subrogation provisions of this Article XII, which
would otherwise have been paid to the holders of Senior Indebtedness shall be
deemed to be a payment by the Company to or for the account of the Securities.
It is understood that the provisions of this Article XII are and are intended
solely for the purposes of defining the relative rights of the Holders of the
Securities, on the one hand, and the holders of the Senior Indebtedness, on the
other hand.

    


    Nothing
contained in this Article XII or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest on the Securities as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XII of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

    


    Upon any
payment or distribution of assets of the Company referred to in this Article
XII, the Trustee, subject to the provisions of Section 7.1, and the Holders of
the Securities shall be entitled to rely upon any order or decree made by any
court of competent jurisdiction in which such bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon and all other facts pertinent thereto or to this Article
XII.


    
      
         


      

      
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    Section
12.4       Authorization to Effect
Subordination.

     

    Each
Holder of a Security by the holder’s acceptance thereof authorizes and directs
the Trustee on the holder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XII and
appoints the Trustee to act as the holder’s attorney-in-fact for any and all
such purposes. If the Trustee does not file a proper proof of claim or proof of
debt in the form required in any proceeding referred to in Section 6.3 hereof at
least 30 days before the expiration of the time to file such claim, the holders
of any Senior Indebtedness or their representatives are hereby authorized to
file an appropriate claim for and on behalf of the Holders of the
Securities.

    


    Section
12.5       Notice to
Trustee.

     

    The
Company shall give prompt written notice in the form of an Officers’ Certificate
to a Responsible Officer of the Trustee and to any paying agent of any fact
known to the Company which would prohibit the making of any payment of monies to
or by the Trustee or any paying agent in respect of the Securities pursuant to
the provisions of this Article XII. Notwithstanding the provisions of this
Article XII or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XII, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof at
the Corporate Trust Office from the Company (in the form of an Officers’
Certificate) or a Representative or a holder or holders of Senior Indebtedness
or from any trustee thereof; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Section 7.1, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date not
fewer than two Business Days prior to the date upon which by the terms hereof
any such monies may become payable for any purpose (including, without
limitation, the payment of the principal of, or premium, if any, or interest on
any Security) the Trustee shall not have received, with respect to such monies,
the notice provided for in this Section 12.5, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it on or after such prior date.

    


    Notwithstanding
anything in this Article XII to the contrary, nothing shall prevent any payment
by the Trustee to the Holders of monies deposited with it pursuant to Section
8.1, and any such payment shall not be subject to the provisions of Section 12.1
or 12.2.

    


    The
Trustee, subject to the provisions of Section 7.1, shall be entitled to rely on
the delivery to it of a written notice by a Representative or a person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XII, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article XII, and if such
evidence is not furnished the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

    


    Section
12.6       Trustee’s Relation to Senior
Indebtedness.

     

    The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XII in respect of any Senior Indebtedness at any time held by
it, to the same extent as any other holder of Senior Indebtedness, and nothing
in Section 7.11 or elsewhere in this Indenture shall deprive the Trustee of any
of its rights as such holder.


    
      
         


      

      
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    With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set
forth in this Article XII, and no implied covenants or obligations with respect
to the holders of Senior Indebtedness shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and, subject to the provisions of Section 7.1,
the Trustee shall not be liable to any holder of Senior Indebtedness if it shall
pay over or deliver to Holders of Securities, the Company or any other person
money or assets to which any holder of Senior Indebtedness shall be entitled by
virtue of this Article XII or otherwise.

    


    Section
12.7       No Impairment of
Subordination.

     

    No right
of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with.

    


    Section
12.8       Article Applicable to Paying
Agents.

     

    If at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article
shall (unless the context otherwise requires) be construed as extending to and
including such Paying Agent within its meaning as fully for all intents and
purposes as if such Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the first paragraph of Section
12.5 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.

    


    Section
12.9       Senior Indebtedness Entitled
to Rely.

     

    The
holders of Senior Indebtedness (including, without limitation, Designated Senior
Indebtedness) shall have the right to rely upon this Article XII, and no
amendment or modification of the provisions contained herein shall diminish the
rights of such holders unless such holders shall have agreed in writing
thereto.

    


    [
SIGNATURE PAGE TO FOLLOW ]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.

    


    
      
        	
                GENTA
      INCORPORATED

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:

              	
                Raymond
      P. Warrell, Jr., M.D.

              
	 
      	
                Its:

              	
                Chief
      Executive Officer

              
	 
      	 
      	 
      
	
                WILMINGTON
      TRUST FSB, as Trustee

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Its:

              	 
      


      

    


    
      
         


      

      
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